Common use of Commercial Milestones Clause in Contracts

Commercial Milestones. Subject to this Section 10.2.2(b) (Commercial Milestones), Takeda will make one-time commercial milestone payments (each, a “Commercial Milestone Payment” and together with the Development Milestone Payments, the “Milestone Payments”) to Arrowhead upon the achievement by Takeda or its Affiliates or Sublicensees of each of the sales-based milestones events set forth in Table 10.2.2(b) (Commercial Milestones) below (each, a “Commercial Milestone Event” and together with the Development Milestone Events, the “Milestone Events”) with respect to the aggregate annual Net Sales of all Products in the Territory, provided that Net Sales of any Product in any country in the Territory will not be included after the Royalty Term for such Product and country has ended. Takeda will notify Arrowhead in writing of the achievement of a Commercial Milestone Event by Takeda or its Affiliates or Sublicensees no later than [***] after the end of the [***] in which such Commercial Milestone Payment is payable pursuant to the preceding sentence. Thereafter, Arrowhead will provide Takeda with an invoice for the corresponding Commercial Milestone Payment, and Takeda will pay to Arrowhead such Commercial Milestone Payment no later than [***] after receipt of the applicable invoice from Arrowhead. Table 10.2.2(b) –Commercial Milestones Commercial Milestone Event Commercial Milestone Payment [***] [***] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Commercial Milestones. Subject In partial consideration of the rights granted by Clearside to BioCryst hereunder and subject to the terms and conditions of this Section 10.2.2(b) (Commercial Milestones)Agreement, Takeda BioCryst will make one-time commercial milestone the following payments (eacheach such amount, a “Commercial Milestone Payment” and together with ”), following the Development Milestone Payments, the “Milestone Payments”) to Arrowhead upon the achievement by Takeda or its Affiliates or Sublicensees first occurrence of each of event described in the sales-based milestones events set forth in Table 10.2.2(b) (Commercial Milestones) table below (each, a “Commercial Milestone”), whether such milestone is achieved by BioCryst, an Affiliate or a Sublicensee: Commercial Milestone Event” and together with Commercial Milestone Payment (USD) For the Development Milestone Events, first Calendar Year during the “Milestone Events”) with respect to Term in which the aggregate annual Net Sales of all Products in the Territory, provided that Net Sales of any Covered Product in any country for such Calendar Year in the Territory will not be included after the Royalty Term for such Product and country has ended. Takeda will notify Arrowhead in writing of the achievement of a Commercial Milestone Event by Takeda or its Affiliates or Sublicensees no later than exceeds $[***] after the end of the $[***] For the first Calendar Year during the Term in which the Net Sales of the Covered Product for such Commercial Milestone Payment is payable pursuant to Calendar Year in the preceding sentence. Thereafter, Arrowhead will provide Takeda with an invoice for the corresponding Commercial Milestone Payment, and Takeda will pay to Arrowhead such Commercial Milestone Payment no later than Territory exceeds $[***] after receipt of the applicable invoice from Arrowhead. Table 10.2.2(b) –Commercial Milestones Commercial Milestone Event Commercial Milestone Payment $[***] For the first Calendar Year during the Term in which the Net Sales of the Covered Product for such Calendar Year in the Territory exceeds $2,000,000,000 $[***] Total $47,500,000 Within [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT([***]) days after the occurrence of a Commercial Milestone, MARKED BY BRACKETSBioCryst will send Clearside a written notice identifying the Commercial Milestone and the Commercial Milestone Payment Amount set forth above with respect to such Commercial Milestone. Thereafter, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Clearside will invoice BioCryst within [***] [***] [***] [***] [***] [***] [***] [***] [***] ([***]) days of Clearside’s receipt of such notice for the achievement of the Commercial Milestone and BioCryst shall pay such Commercial Milestone Payment in accordance with Section 5.6 (Invoices). The Commercial Milestone Payments set forth in this Section 5.3 (Commercial Milestones) shall be payable only once, upon the first achievement of such milestone event, regardless of how many times such milestone event is achieved.

Commercial Milestones. Subject On an Option Program-by-Option Program basis, following Biogen’s exercise of its Option with respect to this a given Option Program in accordance with Section 10.2.2(b) 2.3 (Commercial MilestonesOption Exercise), Takeda Biogen will make one-time commercial milestone payments (each, a “Commercial Milestone Payment” and together with the Development Milestone Payments, the “Milestone Payments”) to Arrowhead Denali upon the first achievement by Takeda Biogen or its Affiliates or Sublicensees of each of the sales-based milestones commercial milestone events set forth in Table 10.2.2(b) (Commercial Milestones) below (each, a “Commercial Milestone Event” and together with the Development Milestone Events, the “Milestone Events”) with respect set forth in TABLE 9.3.2(a) [***] or TABLE 9.3.2(b) [***] below for the first Option Product [***] to achieve the aggregate annual Net Sales applicable Commercial Milestone Event. For the avoidance of all Products in doubt, each Commercial Milestone Payment hereunder will be payable only once per Option Program upon the Territory, provided first achievement of the applicable Commercial Milestone Event by an Option Product that Net Sales is the subject of such Option Program. No additional Commercial Milestone Payments will be made for any subsequent achievement of such Commercial Milestone Event by any other Option Product in any country in that is the Territory will not be included after the Royalty Term for subject of such Product and country has endedOption Program. Takeda Biogen will notify Arrowhead Denali in writing of the achievement of a Commercial Milestone Event by Takeda Biogen or its Affiliates or Sublicensees no later than [***] after the end Biogen becomes aware of the [***] in which such Commercial Milestone Payment is payable pursuant to the preceding sentenceachievement thereof. Thereafter, Arrowhead Denali will provide Takeda Biogen with an invoice for the corresponding Commercial Milestone Payment, and Takeda Biogen will pay to Arrowhead Denali such Commercial Milestone Payment no later than [***] after its receipt of the applicable invoice from Arrowheadfor such Commercial Milestone Payment. Table 10.2.2(b[***] TABLE 9.3.2(a) –– [***] Commercial Milestones Commercial Milestone Event Commercial Milestone Payment [***] [***] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (IUS$) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. TABLE 9.3.2(b) – [***] Commercial Milestones Commercial Milestone Event Commercial Milestone Payment (US$) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] A Commercial Milestone Event in a particular country shall be deemed to be achieved for an Indication if the relevant Regulatory Approval in a given country for an Option Product has a label for such Indication. [***]

Commercial Milestones. Subject As additional consideration for the rights granted to this Section 10.2.2(b) Licensee pursuant to Clause 2.1 (Commercial MilestonesGrants to Licensee), Takeda Licensee will make one-time commercial milestone payments notify ArQule of the achievement of each of the following events (each, a “Commercial Milestone Payment” and together with the Development Milestone Payments, the “Milestone Payments”) to Arrowhead upon the achievement by Takeda or its Affiliates or Sublicensees of each of the sales-based milestones events set forth in Table 10.2.2(b) (Commercial Milestones) below (each, a “Commercial Milestone Event” ) within *** days of the end of the Calendar Quarter in which such event occurs. ArQule shall promptly invoice Licensee for the corresponding amount below, and together with Licensee shall pay to ArQule the Development following one-time milestone payments within *** days of receipt of such invoice. Commercial Milestone Events, the “Event Milestone Events”) with respect to Payment First Calendar Year in which the aggregate annual Net Sales of all Licensed Products in the Territory, provided that Territory exceed $*** $ *** First Calendar Year in which the aggregate annual Net Sales of any Product in any country all Licensed Products in the Territory exceed $*** $ *** First Calendar Year in which the aggregate annual Net Sales of all Licensed Products in the Territory exceed $*** $ *** First Calendar Year in which the aggregate annual Net Sales of all Licensed Products in the Territory exceed $*** $ *** Confidential Materials omitted and filed separately with the Securities and Exchange Commission. ***Triple asterisks denote omissions. In the event that, notwithstanding the fact that Licensee has not given such a notice, ArQule believes any such milestone event has occurred, it shall so notify Licensee in writing and shall provide to Licensee data, documentation or other information that supports its belief. Any dispute under this Clause 5.3 (Commercial Milestones) that relates to whether or not a milestone event has occurred shall be referred to the JDC to be resolved in accordance with Clause 4 (DEVELOPMENT COMMITTEE) and shall be subject to resolution in accordance with Clause 11.5 (Governing Law and Dispute Resolution). Once Licensee has made any particular milestone payment under this Clause 5.3 (Commercial Milestones), Licensee will not be included after obligated to make any payment with respect to the Royalty Term for such Product and country has ended. Takeda will notify Arrowhead in writing re-occurrence of the achievement of a Commercial same Milestone Event by Takeda or its Affiliates or Sublicensees no later than [***] after the end Event. If any two of the [***] Milestone Events above occur in which the same Calendar Year, both applicable milestone payments will be due and payable to ArQule. The above milestone payments shall be non-creditable and non-refundable. If at the time any given milestone payment set forth in Clause 5.3 (Commercial Milestones) is due and one (1) or more preceding milestone payments for antecedent milestone events have not been paid, then such Commercial Milestone Payment is payable pursuant to the preceding sentence. Thereafter, Arrowhead will provide Takeda with an invoice for the corresponding Commercial Milestone Payment, and Takeda will pay to Arrowhead unpaid antecedent milestone payments shall be paid at such Commercial Milestone Payment no later than [***] after receipt of the applicable invoice from Arrowhead. Table 10.2.2(b) –Commercial Milestones Commercial Milestone Event Commercial Milestone Payment [***] [***] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]time as well.